Gaurav (student) 13 August 2013

Companies bill 2012 interpretation

(5) Except on the authority of a special resolution passed by a company, the registered

office of the company shall not be changed,—

(a) in the case of an existing company, outside the local limits of any city, town

or village where such office is situated at the commencement of this Act or where it

may be situated later by virtue of a special resolution passed by the company;

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2 Replies

2BHelpfull (Other) 13 August 2013

Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—

means prior approval from AGM by specal resolution is must .

Deepak Singhal (Associate) 14 August 2013

Dear Gaurav

This Clause 12 (5) of Companies Bill is similar to the provisions of Section 146 of the existing Companies Act, 1956.

Here for shifting RO outside the city, town or village requries the consent of Shareholders in the form of special resolution under Clause 114. Earlier it can be made only with the consent of Shareholders in the form of Special Resolution in a General Meeting (Annual / Extra-Ordinary).

We are now waiting for CG Rules upon the matter that if these SR can be passed by postal ballots also.

Deepak Singhal